30 January 2013

P. A. Mather Director of Risk Management – International Harsco Corporation Harsco House Regents Park 299 Kingston Road Leatherhead Surrey KT22 7SG

Dear Mr Mather

Harsco Rail Limited: Variation from ORR’s general approval

The Office of Rail Regulation’s (ORR’s) general approval for third party liability insurance (TPLI) arrangements has been in place since 1 March 2007.

This letter confirms that the general approval applies to Harsco Rail Limited’s (Harsco’s) TPLI obligations with the following variation:

| No. | Section in ORR’s general approval | Variation | |-----|-----------------------------------|-----------| | 1 | 3b - where an aggregate limit of indemnity applies, this limit will be reinstated at least once if the limit is exhausted. | Automatic reinstatement is not required. You will however immediately seek reinstatement if your cover is ever eroded by more than US$25million. | | 2 | 3d - cover is on an ‘occurrence’ basis. | Cover is on an ‘occurrence first reported’ basis. | | 3 | 3g - the operator will provide cover for any difference between its contractors’ or sub-contractors’ cover and that required by this general approval. | Not required to the extent that Harsco only uses contractors or sub-contractors covered by appropriate TPLI that complies with ORR’s requirements. |

This variation applies while four conditions are met:

| No. | Condition | |-----|-----------| | 1 | Harsco only conducts train operations for which a Railways Act non-passenger licence is required. It ceases to apply if Harsco carries out any licensable activity for which a Railways Act passenger licence or European freight or passenger licence is required. | | 2 | You will notify ORR if your level of TPLI is eroded by US$25million or more. | | 3 | If you cease to be covered by your current occurrence first reported based insurance programme you will arrange an Extended Claims Notification extension |

Page 1 of 2 for a period of at least seven years or other alternative arrangements that are agreed with ORR.

4 You will not use or employ any contractors or sub-contractors other than route conductors with appropriate TPLI cover.

We may at any time modify or revoke this variation after consulting you if it appears to us to be requisite or expedient to do so, having regard to the duties imposed on us by section 4 of the Railways Act.

While you meet these conditions, you may rely on the general approval with the variations set out above. This means that you only need to provide us with a broker’s confirmation that cover is in place in accordance with the general approval as varied by this letter when you renew your cover. We ask that a letter is sent once a year in any event, even if no changes have been made. Please also keep appropriate records. You should also let us know if there are any material changes to your World Wide Global General Liability program.

A copy of this letter will be placed on ORR’s public register.

Please forward a copy of this letter to your insurance brokers.

Yours sincerely

[Signature]

Rob Plaskitt